What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-10 · 35 added, 25 removed, 112 unchanged (35% of the section changed)

10 unchanged sentences

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

As permitted by SEC guidance, management excluded from its assessment the operations of Hometown Bancorp, Ltd., which the Company acquired on February 10, 2023, as described in “Note 2 – Acquisitions” of the Notes to the Consolidated Financial Statements included in item 8 in this report.

The fair value of assets acquired from Hometown Bancorp, Ltd.

at the acquisition date represented 14.6% of the consolidated total assets of the Company as of December 31, 2023.

Based on this assessment management has determined that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on the specified criteria.

This Annual Report does not include an attestation report from our registered public accounting firm regarding our internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit emerging growth companies, which we are, to provide only Management’s Annual Report on Internal Control over Financial Reporting in this Annual Report.

Changes in Internal Controls

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by FORVIS, LLP, an independent registered public accounting firm, as state in their report herein – “Report of Independent Registered Accounting Firm.”

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has also been no significant impact to internal controls over financial reporting as a result of the continuing COVID-19 pandemic.

The Company is continually monitoring and assessing changes in processes and activities to determine any potential impact on the design and operating effectiveness of internal controls over financial reporting.

1 unchanged sentence

The Company’s management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the Company have been detected.

OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

The following table describes, for the quarter ended December 31, 2023, each trading arrangement for the sale or purchase of our securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “ Rule 10b5-1 trading arrangement”) or (2) a “ non-Rule 10b5-1 trading arrangement ” (as defined in Item 408(c) of Regulation S-K):

Aggregate Number of

Purchased or Sold

Johnson ( director )

Adoption ( Oct.

Non-Rule 10b5-1

2,000 shares of common stock

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

41 unchanged sentences

(filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2022 and incorporated herein by reference).

Agreement and Plan of Merger, dated November 19, 2019, by and between Bank First Corporation and Tomah Bancshares, Inc.

(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 19, 2019 and incorporated herein by reference).

Restated Articles of Incorporation of Bank First Corporation (filed as Exhibit 3.1 to the Company ’ s Registration Statement on Form 10-12B/A (File No.

001-38676) filed with the SEC on October 17, 2018 and incorporated herein by reference).

Amended and Restated Bylaws of Bank First Corporation (filed as Exhibit 3.2 to the Company ’ s Registration Statement on Form 10-12B/A (File No.

001-38676) filed with the SEC on October 17, 2018 and incorporated herein by reference.)

Amended and Restated Bylaws of Bank First Corporation (filed as Exhibit 3.2 to the Company ’ s Current Report on Form 8-K filed with the SEC on July 24, 2023 and incorporated herein by reference.

Form of Certificate of Common Stock of Bank First Corporation (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10-12B (File No.

9 unchanged sentences

Change in Control Agreement dated April 12, 2022 between Bank First Corporation and Michael B.

Molepske (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2023 and incorporated herein by reference).*

Change in Control Agreement dated April 12, 2022 between Bank First Corporation and Kevin M.

LeMahieu (filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2023 and incorporated herein by reference).*

Change in Control Agreement dated April 12, 2022 between Bank First Corporation and Jason V.

Krepline (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2023 and incorporated herein by reference).*

Change in Control Agreement dated April 11, 2022 between Bank First Corporation and Joan A.

Woldt (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2023 and incorporated herein by reference).*

Change in Control Agreement dated February 10, 2023 between Bank First Corporation and Timothy J.

McFarlane (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2023 and incorporated herein by reference).*

Change in Control Agreement dated May 16, 2023 between Bank First Corporation and Kelly M.

Separation Agreement and General Release dated November 15, 2023 between Bank First Corporation and Joan Woldt*

Subsidiaries of Bank First Corporation.

4 unchanged sentences

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Bank First Corporation Compensation Clawback Policy

Inline XBRL Instance Document

9 unchanged sentences

BANK FIRST CORPORATION

March 10, 2023

February 29, 2024

/s/ Michael B.

1 unchanged sentence

(Principal Executive Officer)

March 10, 2023

February 29, 2024

Chief Financial Officer

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Michael G.

March 10, 2023

/s/ Mary-Kay H.

March 10, 2023

February 29, 2024

/s/ Robert D.

March 10, 2023

/s/ Robert W.

March 10, 2023

February 29, 2024

/s/ Stephen E.

March 10, 2023

February 29, 2024

/s/Phillip R.

March 10, 2023

February 29, 2024

/s/Timothy J.

March 10, 2023

February 29, 2024

/s/ Michael B.

March 10, 2023

February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures